x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
|
For
the quarterly period ended December
23, 2007.
|
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
|
For
the transition period from ___________
to
___________.
|
Delaware
|
11-3166443
|
(State
or other jurisdiction of incorporation
or organization)
|
(I.R.S.
Employer Identification
No.)
|
Page
Number |
||||
PART I. | FINANCIAL INFORMATION | |||
Item 1. |
Consolidated
Financial Statements (Unaudited)
|
3
|
||
|
||||
Consolidated
Balance Sheets - December 23, 2007 and March
25, 2007
|
3
|
|||
|
||||
Consolidated
Statements of Earnings - Thirteen Weeks Ended
December 23, 2007 and December 24, 2006
|
4
|
|||
|
||||
Consolidated
Statements of Earnings - Thirty-nine Weeks Ended
December 23, 2007 and December 24, 2006
|
5
|
|||
|
||||
Consolidated
Statement of Stockholders' Equity - Thirty-nine
Weeks Ended December 23, 2007
|
6
|
|||
|
||||
Consolidated Statements of Cash Flows -Thirty-nine Weeks Ended December 23, 2007 and December 24, 2006 |
7
|
|||
|
||||
Notes
to Consolidated Financial Statements
|
8
|
|||
|
||||
Item 2. |
Management's
Discussion and Analysis of Financial Condition
and Results of Operations
|
15
|
||
|
||||
Item 3. |
Quantitative
and Qualitative Disclosures About Market Risk
|
21
|
||
Item 4T. |
Controls
and Procedures
|
21
|
||
PART II. |
OTHER
INFORMATION
|
|||
Item 1. |
Legal
Proceedings
|
23
|
||
Item 1A. |
Risk
Factors
|
23
|
||
Item 2. |
Unregistered
Sales of Equity Securities and Use of Proceeds
|
26
|
||
Item 6. | Exhibits |
26
|
||
SIGNATURES |
27
|
|||
Exhibit Index |
28
|
|
December
23, 2007
|
March
25, 2007
|
|||||
(Unaudited)
|
(Note
D)
|
||||||
ASSETS
|
|||||||
CURRENT
ASSETS
|
|||||||
Cash
and cash equivalents
|
$
|
10,143
|
$
|
6,278
|
|||
Marketable
securities
|
23,141
|
22,785
|
|||||
Accounts
receivable, net
|
4,111
|
3,261
|
|||||
Note
receivable
|
594
|
-
|
|||||
Inventories
|
798
|
790
|
|||||
Prepaid
expenses and other current assets
|
947
|
994
|
|||||
Deferred
income taxes
|
987
|
1,174
|
|||||
Current
assets held for sale
|
-
|
1,539
|
|||||
Total
current assets
|
40,721
|
36,821
|
|||||
Note
receivable
|
1,461
|
-
|
|||||
Property
and equipment, net
|
4,418
|
4,222
|
|||||
Goodwill
|
95
|
95
|
|||||
Intangible
assets, net
|
1,756
|
1,781
|
|||||
Deferred
income taxes
|
1,151
|
990
|
|||||
Other
assets, net
|
272
|
178
|
|||||
Non-current
assets held for sale
|
-
|
2,488
|
|||||
$
|
49,874
|
$
|
46,575
|
||||
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|||||||
CURRENT
LIABILITIES
|
|||||||
Accounts
payable
|
$
|
2,121
|
$
|
2,298
|
|||
Accrued
expenses and other current liabilities
|
4,814
|
4,767
|
|||||
Deferred
franchise fees
|
292
|
375
|
|||||
Current
liabilities held for sale
|
-
|
2,006
|
|||||
Total
current liabilities
|
7,227
|
9,446
|
|||||
Other
liabilities
|
1,567
|
873
|
|||||
Non-current
liabilities held for sale
|
-
|
377
|
|||||
Total
liabilities
|
8,794
|
10,696
|
|||||
COMMITMENTS
AND CONTINGENCIES (Note I)
|
|||||||
STOCKHOLDERS’
EQUITY
|
|||||||
Common
stock, $.01 par value; 30,000,000 shares authorized;
|
|||||||
8,091,683
and 7,909,183 shares issued; and 6,091,683 and 6,018,083
|
|||||||
shares
outstanding at December 23, 2007 and March 25, 2007,
respectively
|
81
|
79
|
|||||
Additional
paid-in capital
|
47,047
|
45,792
|
|||||
Deferred
compensation
|
(
82
|
)
|
(
136
|
)
|
|||
Retained
earnings / (accumulated deficit)
|
2,994
|
(2,654
|
)
|
||||
Accumulated
other comprehensive income (loss)
|
126
|
(
44
|
)
|
||||
50,166
|
43,037
|
||||||
Treasury
stock, at cost, 2,000,000 shares at December 23, 2007 and 1,891,100
shares
at March 25, 2007.
|
(9,086
|
)
|
(7,158
|
)
|
|||
Total
stockholders’ equity
|
41,080
|
35,879
|
|||||
$
|
49,874
|
$
|
46,575
|
December
23,
2007 |
December
24,
2006 |
||||||
(Note
D)
|
|||||||
REVENUES
|
|||||||
Sales
|
$
|
7,775
|
$
|
7,695
|
|||
Franchise
fees and royalties
|
1,267
|
1,151
|
|||||
License
royalties
|
924
|
844
|
|||||
Interest
income
|
287
|
176
|
|||||
Other
income
|
27
|
10
|
|||||
Total
revenues
|
10,280
|
9,876
|
|||||
COSTS
AND EXPENSES
|
|||||||
Cost
of sales
|
5,883
|
5,689
|
|||||
Restaurant
operating expenses
|
715
|
715
|
|||||
Depreciation
and amortization
|
190
|
186
|
|||||
Amortization
of intangible assets
|
8
|
9
|
|||||
General
and administrative expenses
|
2,172
|
2,051
|
|||||
Total
costs and expenses
|
8,968
|
8,650
|
|||||
Income
from continuing operations before provision
|
|||||||
for
income taxes
|
1,312
|
1,226
|
|||||
Provision
for income taxes
|
435
|
406
|
|||||
Income
from continuing operations
|
877
|
820
|
|||||
Income
from discontinued operations before provision
for income taxes |
-
|
407
|
|||||
Provision
for income taxes
|
-
|
166
|
|||||
Income
from discontinued operations
|
-
|
241
|
|||||
Net
income
|
$
|
877
|
$
|
1,061
|
|||
PER
SHARE INFORMATION
|
|||||||
Basic
income per share:
|
|||||||
Income
from continuing operations
|
$
|
.14
|
$
|
.14
|
|||
Income
from discontinued operations
|
-
|
.04
|
|||||
Net
income
|
$
|
.14
|
$
|
.18
|
|||
Diluted
income per share:
|
|||||||
Income
from continuing operations
|
$
|
.14
|
$
|
.13
|
|||
Income
from discontinued operations
|
-
|
.04
|
|||||
Net
income
|
$
|
.14
|
$
|
.17
|
|||
Weighted
average shares used in computing income
|
|||||||
per
share
|
|||||||
Basic
|
6,092,000
|
5,892,000
|
|||||
Diluted
|
6,492,000
|
6,401,000
|
December
23,
2007 |
December
24,
2006 |
||||||
(Note
D)
|
|||||||
REVENUES
|
|||||||
Sales
|
$
|
28,853
|
$
|
27,086
|
|||
Franchise
fees and royalties
|
3,958
|
3,490
|
|||||
License
royalties
|
3,384
|
2,927
|
|||||
Interest
income
|
811
|
453
|
|||||
Other
income
|
115
|
52
|
|||||
Total
revenues
|
37,121
|
34,008
|
|||||
COSTS
AND EXPENSES
|
|||||||
Cost
of sales
|
21,294
|
19,212
|
|||||
Restaurant
operating expenses
|
2,466
|
2,418
|
|||||
Depreciation
and amortization
|
564
|
556
|
|||||
Amortization
of intangible assets
|
25
|
26
|
|||||
General
and administrative expenses
|
6,395
|
6,166
|
|||||
Total
costs and expenses
|
30,744
|
28,378
|
|||||
Income
from continuing operations before provision
|
|||||||
for
income taxes
|
6,377
|
5,630
|
|||||
Provision
for income taxes
|
2,302
|
2,112
|
|||||
Income
from continuing operations
|
4,075
|
3,518
|
|||||
Income
from discontinued operations before provision
for income taxes, including gains on disposal of discontinued operations of $2,489 in 2007 and $400 in 2006 |
2,711
|
1,332
|
|||||
Provision
for income taxes
|
983
|
549
|
|||||
Income
from discontinued operations
|
1,728
|
783
|
|||||
Net
income
|
$
|
5,803
|
$
|
4,301
|
|||
PER
SHARE INFORMATION
|
|||||||
Basic
income per share:
|
|||||||
Income
from continuing operations
|
$
|
.67
|
$
|
.61
|
|||
Income
from discontinued operations
|
.29
|
.13
|
|||||
Net
income
|
$
|
.96
|
$
|
.74
|
|||
Diluted
income per share:
|
|||||||
Income
from continuing operations
|
$
|
.63
|
$
|
.56
|
|||
Income
from discontinued operations
|
.26
|
.12
|
|||||
Net
income
|
$
|
.89
|
$
|
.68
|
|||
Weighted
average shares used in computing income
|
|||||||
per
share
|
|||||||
Basic
|
6,076,000
|
5,799,000
|
|||||
Diluted
|
6,518,000
|
6,311,000
|
Common
Shares
|
Common
Stock
|
Additional
Paid-in
Capital
|
Deferred
Compensation
|
Retained
Earnings/
(Accumulated
Deficit)
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
Total
Stockholders’
Equity
|
||||||||||||||||||||||
Treasury
Stock, at Cost
|
||||||||||||||||||||||||||||
Shares
|
Amount
|
|||||||||||||||||||||||||||
Balance,
March 25, 2007
|
7,909,183
|
$
|
79
|
$
|
45,792
|
$
|
(136
|
)
|
$
|
(2,654
|
)
|
$
|
(44
|
)
|
1,891,100
|
$
|
(7,158
|
)
|
$
|
35,879
|
||||||||
Shares
issued in connection with the exercise of employee stock options
and
warrant
|
182,500
|
2
|
589
|
-
|
-
|
-
|
-
|
-
|
591
|
|||||||||||||||||||
Income
tax benefit on stock option and warrant exercises
|
-
|
-
|
415
|
-
|
-
|
-
|
-
|
-
|
415
|
|||||||||||||||||||
Share-based
compensation
|
-
|
-
|
251
|
-
|
-
|
-
|
-
|
-
|
251
|
|||||||||||||||||||
Repurchase
of common stock
|
-
|
-
|
-
|
-
|
-
|
-
|
108,900
|
(1,928
|
)
|
(1,928
|
)
|
|||||||||||||||||
Amortization
of deferred compensation relating to restricted stock
|
-
|
-
|
-
|
54
|
-
|
-
|
-
|
-
|
54
|
|||||||||||||||||||
Cumulative
effect of the adoption of FIN No. 48 as of March 26, 2007 (Note
C)
|
-
|
-
|
-
|
-
|
(155
|
)
|
-
|
-
|
-
|
(155
|
)
|
|||||||||||||||||
Unrealized
gains on marketable securities, net of deferred income tax of
$115
|
-
|
-
|
-
|
-
|
-
|
170
|
-
|
-
|
170
|
|||||||||||||||||||
Net
income
|
-
|
-
|
-
|
-
|
5,803
|
-
|
-
|
-
|
5,803
|
|||||||||||||||||||
Balance,
December 23, 2007
|
8,091,683
|
$
|
81 | $ |
47,047
|
$ | (82 | ) | $ | 2,994 | $ | 126 |
2,000,000
|
$ | (9,086 | ) | $ | 41,080 |
December
23,
2007 |
December
24,
2006 |
||||||
Cash
flows from operating activities:
|
|||||||
Net
income
|
$
|
5,803
|
$
|
4,301
|
|||
Adjustments
to reconcile net income to net cash
|
|||||||
provided
by operating activities
|
|||||||
Depreciation
and amortization
|
567
|
591
|
|||||
Amortization
of intangible assets
|
69
|
197
|
|||||
Amortization
of bond premium
|
218
|
198
|
|||||
Amortization
of deferred compensation
|
54
|
54
|
|||||
Share-based
compensation expense
|
251
|
208
|
|||||
Provision
for doubtful accounts
|
-
|
8
|
|||||
Gain
on sale of subsidiary and leasehold interest
|
(2,489
|
)
|
(419
|
)
|
|||
Deferred
income taxes
|
(24
|
)
|
144
|
||||
Changes
in operating assets and liabilities:
|
|||||||
Accounts
receivable, net
|
(640
|
)
|
(763
|
)
|
|||
Inventories
|
(8
|
)
|
289
|
||||
Prepaid
expenses and other current assets
|
(46
|
)
|
338
|
||||
Other
assets
|
(1
|
)
|
30
|
||||
Accounts
payable, accrued expenses and other current liabilities
|
(829
|
)
|
370
|
||||
Deferred
franchise fees
|
(83
|
)
|
180
|
||||
Other
liabilities
|
557
|
72
|
|||||
Net
cash provided by operating activities
|
3,399
|
5,798
|
|||||
Cash
flows from investing activities:
|
|||||||
Proceeds
from sale of subsidiary and leasehold interest, net of cash
sold
|
1,691
|
400
|
|||||
Purchase
of available-for-sale securities
|
(1,089
|
)
|
(4,467
|
)
|
|||
Proceeds
from sale of available-for-sale securities
|
800
|
-
|
|||||
Purchase
of intellectual property
|
-
|
(7
|
)
|
||||
Purchases
of property and equipment
|
(763
|
)
|
(356
|
)
|
|||
Payments
received on notes receivable
|
95
|
59
|
|||||
Net
cash provided by (used in) investing activities
|
734
|
(4,371
|
)
|
||||
Cash
flows from financing activities:
|
|||||||
Repurchase
of common stock
|
(1,928
|
)
|
-
|
||||
Principal
repayments of capitalized lease obligation
|
-
|
(39
|
)
|
||||
Income
tax benefit on stock option exercises
|
415
|
857
|
|||||
Proceeds
from the exercise of stock options and warrant
|
591
|
284
|
|||||
|
|||||||
Net
cash (used in) provided by financing activities
|
(922
|
)
|
1,102
|
||||
Net
increase in cash and cash equivalents
|
3,211
|
2,529
|
|||||
Cash
and cash equivalents, beginning of period
|
6,932
|
3,009
|
|||||
Cash
and cash equivalents, end of period
|
$
|
10,143
|
$
|
5,538
|
|||
Cash
paid during the period for:
|
|||||||
Interest
|
$
|
-
|
$
|
1
|
|||
Income
taxes
|
$
|
2,539
|
$
|
1,150
|
|||
Noncash
Financing Activities:
|
|||||||
Loan
made in connection with the sale of subsidiary
|
$
|
2,150
|
$
|
-
|
Cash | $ | 674,000 | (A) | |
Accounts receivable, net | 213,000 | |||
Notes receivable, net | 153,000 | |||
Prepaid expenses and other current assets | 119,000 | |||
Deferred income taxes, net | 719,000 | |||
Property and equipment, net | 48,000 | |||
Intangible assets, net | 1,803,000 | |||
Other assets, net | 46,000 | |||
Total
assets sold
|
3,775,000 | |||
Accounts payable | 27,000 | |||
Accrued expenses | 1,373,000 | (A) | ||
Other liabilities | 395,000 | |||
Total
liabilities sold
|
1,795,000 | |||
Net assets sold | $ | 1,980,000 |
Thirteen
weeks ended December 23, 2007
|
Thirteen
weeks ended December 24, 2006 |
Thirty-nine
weeks ended December 23, 2007 |
Thirty-nine
weeks ended December 24, 2006 |
||||||||||
(in
thousands)
|
(in
thousands)
|
(in
thousands)
|
(in
thousands)
|
||||||||||
Revenues
(excluding gains from dispositions in 2007 and
2006)
|
$
|
0
|
$
|
718
|
$
|
430
|
$
|
1,993
|
|||||
Gain
from dispositions before income taxes
|
$
|
0
|
$
|
0
|
$
|
2,489
|
$
|
400
|
|||||
Income
before income taxes
|
$
|
0
|
$
|
407
|
$
|
2,711
|
$
|
1,332
|
Income
from
Continuing Operations |
Number
of Shares
|
Income
from
Continuing Operations Per Share |
|||||||||||||||||
2007
|
2006
|
2007
|
2006
|
2007
|
2006
|
||||||||||||||
(in
thousands)
|
(in
thousands)
|
|
|||||||||||||||||
Basic EPS | $ | 877 | $ | 820 | 6,092 | 5,892 | $ | 0.14 | $ | 0.14 | |||||||||
Basic
calculation
|
|||||||||||||||||||
Effect
of dilutive employee stock options and warrants
|
- | - | 400 | 509 | (0.00 | ) | (0.01 | ) | |||||||||||
Diluted EPS | |||||||||||||||||||
Diluted
calculation
|
$ | 877 | $ | 820 | 6,492 | 6,401 | $ | 0.14 | $ | 0.13 |
Income
from
Continuing Operations |
Number
of Shares
|
Income
from
Continuing Operations Per Share |
|||||||||||||||||
2007
|
2006
|
2007
|
2006
|
2007
|
2006
|
||||||||||||||
(in
thousands)
|
(in
thousands)
|
|
|||||||||||||||||
Basic EPS | $ | 4,075 | $ | 3,518 | 6,076 | 5,799 | $ | 0.67 | $ | 0.61 | |||||||||
Basic
calculation
|
|||||||||||||||||||
Effect
of dilutive employee stock options and warrants
|
- | - | 442 | 512 | (0.04 | ) | (0.05 | ) | |||||||||||
Diluted EPS | |||||||||||||||||||
Diluted
calculation
|
$ | 4,075 | $ | 3,518 | 6,518 | 6,311 | $ | 0.63 | $ | 0.56 |
Thirty-nine
weeks ended
|
|||||||
December
23,
|
December
24,
|
||||||
2007
|
2006
|
||||||
Weighted-average
option fair values
|
$
|
5.8270
|
$
|
6.1686
|
|||
Expected
life (years)
|
4.25
|
7.0
|
|||||
Interest
rate
|
4.21
|
%
|
5.21
|
%
|
|||
Volatility
|
32.93
|
%
|
34.33
|
%
|
|||
Dividend
yield
|
0
|
%
|
0
|
%
|
Weighted-
|
Weighted-
|
||||||||||||
Average
|
Average
|
Aggregate
|
|||||||||||
Exercise
|
Remaining
|
Intrinsic
|
|||||||||||
Shares
|
Price
|
Contractual
Life
|
Value
|
||||||||||
Options
outstanding at March 25, 2007
|
1,172,308
|
$
|
5.21
|
4.3
|
$
|
10,839,000
|
|||||||
Granted
|
110,000
|
17.43
|
|||||||||||
Expired
|
(8,500
|
)
|
6.20
|
||||||||||
Exercised
|
(32,500
|
)
|
3.19
|
||||||||||
|
|||||||||||||
Options
outstanding at December 23, 2007
|
1,241,308
|
$
|
6.34
|
3.7
|
$
|
13,197,000
|
|||||||
Options
exercisable at December 23, 2007
|
973,308
|
$
|
4.00
|
2.8
|
$
|
12,589,000
|
|||||||
Weighted-average
fair value of options granted
|
$
|
5.83
|
|||||||||||
Warrant
outstanding at March 25, 2007
|
150,000
|
$
|
3.25
|
.3
|
$
|
1,682,000
|
|||||||
Granted
|
-
|
-
|
|||||||||||
Expired
|
-
|
-
|
|||||||||||
Exercised
|
(150,000
|
)
|
3.25
|
||||||||||
Warrant
outstanding at December 23, 2007
|
-
|
$
|
-
|
-
|
$
|
-
|
|||||||
Warrant
exercisable at December 23, 2007
|
-
|
$
|
-
|
-
|
$
|
-
|
Thirteen
weeks
ended
December
23,
2007
|
Thirteen
weeks
ended December
24,
2006
|
Thirty-nine
weeks
ended December 23,
2007
|
Thirty-nine
weeks
ended December 24,
2006
|
||||||||||
(in
thousands)
|
(in
thousands)
|
(in
thousands)
|
(in
thousands)
|
||||||||||
Net
income
|
$
|
877
|
$
|
1,061
|
$
|
5,803
|
$
|
4,301
|
|||||
Unrealized
gain (loss) on available-for-sale securities, net of tax expense
(benefit)
of $71, $(13), $115 and $74, respectively
|
106
|
(20
|
)
|
170
|
111
|
||||||||
Comprehensive
income
|
$
|
983
|
$
|
1,041
|
$
|
5,973
|
$
|
4,412
|
March
25,
2007
|
March
26,
2006
|
March
27,
2005
|
March
28,
2004
|
March
30,
2003
|
|||||||||||||||
Franchised
restaurants operating at the beginning of the period
|
290
|
271
|
247
|
237
|
235
|
||||||||||||||
New
franchised restaurants opened during the period
|
19
|
30
|
37
|
36
|
22
|
||||||||||||||
Franchised
restaurants closed during the period
|
(17
|
)
|
(11
|
)
|
(13
|
)
|
(26
|
)
|
(20
|
)
|
|||||||||
Franchised
restaurants operating at the end of the period
|
292
|
290
|
271
|
247
|
237
|
Payments
Due by Period
|
||||||||||||||||
Cash Contractual Obligations |
Total
|
Less
than
1
Year
|
1
-
3 Years
|
4-5
Years
|
After
5 Years
|
|||||||||||
|
|
|
|
|
|
|||||||||||
Employment
Agreements
|
$
|
3,384
|
$
|
1,184
|
$
|
800
|
$
|
800
|
$
|
600
|
||||||
Operating
Leases
|
2,590
|
1,227
|
1,253
|
110
|
-
|
|||||||||||
Gross
Cash Contractual Obligations
|
5,974
|
2,411
|
2,053
|
910
|
600
|
|||||||||||
Sublease
Income
|
635
|
232
|
355
|
48
|
-
|
|||||||||||
Net
Cash Contractual Obligations
|
$
|
5,339
|
$
|
2,179
|
$ | 1,698 | $ | 862 | $ | 600 |
Amount
of Commitment Expiration Per Period
|
||||||||||||||||
Other Contractual Commitment |
Total
Amounts
Committed
|
Less
than
1
Year
|
1
- 3 Years
|
4-5
Years
|
After
5 Years
|
|||||||||||
Commitment
to purchase
|
$
|
2,642
|
$
|
2,642
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
Total
Other Contractual Commitment
|
$
|
2,642
|
$
|
2,642
|
$
|
-
|
$
|
-
|
$
|
-
|
Valuation
of securities
|
Valuation
of securities
|
|||||||||||||||||||||
Given
an interest rate
|
Given
an interest rate
|
|||||||||||||||||||||
Decrease
of X Basis points
|
Fair
|
Increase
of X Basis points
|
||||||||||||||||||||
|
(150BPS)
|
(100BPS)
|
(50BPS)
|
Value
|
+50BPS
|
+100BPS
|
+150BPS
|
|||||||||||||||
Municipal
notes and bonds
|
$
|
24,336
|
$
|
23,931
|
$
|
23,533
|
$
|
23,141
|
$
|
22,754
|
$
|
22,371
|
$
|
21,994
|
* |
food
spoilage or food contamination,
|
* |
consumer
product liability claims,
|
* |
product
tampering, and
|
* |
the
potential cost and disruption of a product
recall.
|
(a)
Exhibits
|
|
3.1
|
Certificate
of Incorporation. (Incorporated by reference to Exhibit 3.1 to
Registration Statement on Form S-1 No. 33- 56976.)
|
3.2
|
Amendment
to the Certificate of Incorporation, filed December 15, 1992.
(Incorporated by reference to Exhibit 3.2 to Registration Statement
on
Form S-1 No. 33-56976.)
|
3.3
|
By-Laws,
as amended. (Incorporated by reference to Exhibit 3 to Form 10-K
for the
fiscal year ended March 25, 2006.)
|
4.1
|
Specimen
Stock Certificate. (Incorporated by reference to Exhibit 4.1 to
Registration Statement on Form S-1 No. 33-56976.)
|
4.2
|
Specimen
Rights Certificate (Incorporated by reference to Exhibit 2 to Form
8-A/A
dated December 10, 1999.)
|
4.3
|
Third
Amended and Restated Rights Agreement dated as of December 10,
1999
between Nathan’s Famous, Inc. and American Stock Transfer and Trust
Company (Incorporated by reference to Exhibit 2 to Registration
Statement
on Form 8-A/A dated December 10, 1999.)
|
4.4
|
Amendment
No. 1 to Third Amended and Restated Rights Agreement dated as of
June 15,
2005 between Nathan’s Famous, Inc. and American Stock Transfer and Trust
Company. (Incorporated by reference to Exhibit 4.1 to Current Report
filed
on Form 8-K dated June 15, 2005.)
|
31.1
|
*Certification
of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
31.2
|
*Certification
of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
32.1
|
*Certification
by Eric Gatoff, CEO, Nathan’s Famous, Inc., pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of
2002.
|
32.2
|
*Certification
by Ronald G. DeVos, CFO, Nathan’s Famous, Inc., pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act
of 2002.
|
*filed herewith. |
NATHAN'S FAMOUS, INC. | ||
|
|
|
Date: February 1, 2008 | By: | /s/ Eric Gatoff |
Eric Gatoff |
||
Chief Executive Officer | ||
(Principal Executive Officer) |
|
|
|
Date: February 1, 2008 | By: | /s/ Ronald G. DeVos |
Ronald G. DeVos |
||
Vice President - Finance and Chief Financial Officer | ||
(Principal Financial and Accounting Officer) |
3.1
|
Certificate
of Incorporation. (Incorporated by reference to Exhibit 3.1 to
Registration Statement on Form S-1 No. 33- 56976.)
|
3.2
|
Amendment
to the Certificate of Incorporation, filed December 15, 1992.
(Incorporated by reference to Exhibit 3.2 to Registration Statement
on
Form S-1 No. 33-56976.)
|
3.3
|
By-Laws,
as amended. (Incorporated by reference to Exhibit 3 to Form 10-K
for the
fiscal year ended March 25, 2006.)
|
4.1
|
Specimen
Stock Certificate. (Incorporated by reference to Exhibit 4.1
to
Registration Statement on Form S-1 No. 33-56976.)
|
4.2
|
Specimen
Rights Certificate (Incorporated by reference to Exhibit 2 to
Form 8-A/A
dated December 10, 1999.)
|
4.3
|
Third
Amended and Restated Rights Agreement dated as of December 10,
1999
between Nathan’s Famous, Inc. and American Stock Transfer and Trust
Company (Incorporated by reference to Exhibit 2 to Registration
Statement
on Form 8-A/A dated December 10, 1999.)
|
4.4
|
Amendment
No. 1 to Third Amended and Restated Rights Agreement dated as
of June 15,
2005 between Nathan’s Famous, Inc. and American Stock Transfer and Trust
Company. (Incorporated by reference to Exhibit 4.1 to Current
Report filed
on Form 8-K dated June 15, 2005.)
|
31.1
|
*Certification
of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
31.2
|
*Certification
of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|
32.1
|
*Certification
by Eric Gatoff, CEO, Nathan’s Famous, Inc., pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of
2002.
|
32.2
|
*Certification
by Ronald G. DeVos, CFO, Nathan’s Famous, Inc., pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act
of 2002.
|
*filed herewith. |
1.
|
I
have reviewed this quarterly report on Form 10-Q for the quarter
ended
December 23, 2007 of Nathan’s Famous,
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
|
4.
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
|
5.
|
The
registrant's other certifying officer and I have disclosed, based
on our
most recent evaluation of internal control over financial reporting,
to
the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent
functions):
|
Date:
February 1, 2008
|
/s/
Eric Gatoff
|
|
Eric Gatoff |
|
|
Chief Executive Officer |
|
1.
|
I
have reviewed this quarterly report on Form 10-Q for the quarter
ended
December 23, 2007 of Nathan’s Famous,
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement
of a
material fact or omit to state a material fact necessary to make
the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects
the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
|
4.
|
The
registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
|
5.
|
The
registrant's other certifying officer and I have disclosed, based
on our
most recent evaluation of internal control over financial reporting,
to
the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent
functions):
|
Date:
February 1, 2008
|
/s/
Ronald G. DeVos
|
|
Ronald
G. DeVos
|
||
Chief
Financial Officer
|
/s/
Eric Gatoff
|
|
|
Name:
Eric Gatoff
|
||
Date:
February 1, 2008
|
/s/
Ronald G. DeVos
|
||
Name:
Ronald G. DeVos
|
||
Date:
February 1, 2008
|
||